OPENSTACK ANTITRUST COMPLIANCE POLICY

The mission of The OpenStack Foundation ("OpenStack") is to support a collection of open source technology that provides massively scalable open source cloud computing software. It is the express policy of OpenStack to require that all activities of OpenStack, and any committees organized under its auspices, be conducted strictly in accordance with U.S. federal and state antitrust laws and foreign antitrust laws. OpenStack will not become involved in the competitive business decisions of its members nor will it take any action that would tend to restrain competition in violation of antitrust laws.

I. OVERVIEW

This Policy prohibits OpenStack members from participating in any activities that may violate or lead to the violation of antitrust laws. In particular, the following activities are not permitted:

A. Price-Fixing

OpenStack prohibits agreements among OpenStack members to fix prices. This prohibition includes any formal written agreements or informal, even tacit, agreements that:

agree on the range of prices within which purchases, sales or resales may be made or that prices are to fall within any sort of formula;
agree to fix or stop giving discounts; or
agree to artificially increase or limit supply

Members should keep in mind at all times that the mission of OpenStack is to promote the development of open source technology. Accordingly, OpenStack activities should not involve any member’s activities in pricing or marketing particular products. To avoid even the appearance of impropriety, OpenStack members should never discuss prices, pricing systems, or discounts relating to OpenStack or in conjunction with OpenStack activities, nor should OpenStack ever be involved in any member’s pricing or marketing practices. OpenStack may, however, engage in marketing practices that relate to membership marketing benefits that are available to all members of the same class.

B. Agreements to Allocate Markets

Understandings and agreements among OpenStack members involving division or allocation of geographic markets or customers, or to divide sales by product type, are prohibited. Even an informal agreement whereby one member agrees to stay out of another's territory or product markets must be avoided.

C. Concerted Refusals to Deal

Members should avoid participating in "concerted refusals to deal" – more commonly known as boycotts -- relating to OpenStack or in conjunction with OpenStack activities. Members should be careful not to make agreements that in effect result in the exclusion of a competitor from a market or a competitive activity. To avoid this risk, members should avoid any discussion or conduct that involves the refusal to deal with a particular third party.

D. Discussion of Sensitive Competitive Information

Members are not permitted to discuss or exchange information relating to OpenStack or in conjunction with OpenStack activities regarding:

Any member’s current or projected prices, price changes, price differentials, markups, discounts, allowances, terms and conditions of sale (except to the extent the terms reflect the OpenStack open source software license terms), including credit terms, etc., or data that bear on prices, including profits, margins or cost for any product or service.
member plans to individually license intellectual property to or from third parties.
member costs of procurement, development or manufacture of any product.
member market shares for any product or for all products.

II. COMPETITION

Nothing contained in this policy should be construed to prohibit or limit a member from making, using, selling, marketing, or promoting products that do not embody or make use of OpenStack technology. Members are not required to exclusively use, announce, or promote OpenStack tools or specifications. Members are free to design, develop, manufacture, acquire or market their respective products in any lawful way.

III. GENERAL OPERATING PROCEDURES

In order to ensure that OpenStack activities are conducted fairly in a manner that does not unduly benefit some competitors to the detriment of others, it is important that proceedings of the organization be conducted openly and with the opportunity for participation from all interested members. To that end, the policies of OpenStack conform to the following guidelines:

A. Membership.

No organization or entity that satisfies membership criteria and agrees to abide by the rules and agreements of OpenStack may be prohibited from joining OpenStack based on its competitive or market position. Members are not precluded from joining any similar organizations.

B. Notice of Meetings.

All meetings shall be preceded by notice to members, as set forth in the by-laws.

C. Meetings and Agenda.

All meetings will follow a prepared agenda and follow any procedures set forth in the by-laws. An agenda should be made available prior to the meeting. Potential antitrust questions posed by the agenda should be raised in advance.

D. Minutes.

Accurate minutes shall be kept of all Board and committee meetings. The minutes of the preceding meetings shall be read and approved at each meeting. After minutes have been approved, they shall be made available to all attendees within a short period following the meeting. It is important that any deficiencies in minutes promptly be brought to the attention of the OpenStack secretary.

E. Distribution of Antitrust Policy.

It is the policy of OpenStack that a copy of this antitrust policy be made available to all members.

IV. PERMITTED MEMBER CONDUCT

In addition to other legally permissible activities, members may engage in the following conduct:

Members may design, develop, manufacture, acquire or market competitive specifications, products and services.
Members may join or participate in any other associations, including competitive open-source organizations.
Members may decide whether or not to utilize OpenStack developments in their business operations and to what extent.
Members should adhere to prepared agendas for all OpenStack meetings.
Members should insist that meeting minutes be prepared and made available to all participants, and object whenever meeting minutes do not accurately reflect the matters that transpired.
Members should report any violations of this Policy concerning OpenStack activities to the Board of Directors.

This Policy is not intended to be legal advice. Members assume responsibility to provide appropriate legal counsel to their representatives regarding compliance with this policy.

If you have a question regarding these matters, contact your own counsel or counsel to be named

Governance/Foundation/AntitrustPolicy